Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In The Fund and the event of a registration of any Registrable Securities under the 1933 Act pursuant Manager, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities several (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any sales material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the information relating to such Underwriters furnished in writing to the provisions Fund by or on behalf of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person any Underwriter through you expressly for any legal or other expenses reasonably incurred by them use in connection therewith; provided, however, that the foregoing indemnity with investigating respect to the Registration Statement, the Prospectus or defending any Prepricing Prospectuses (or any amendment or supplement to any of the foregoing) shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, if it is shown that a copy of the Prospectus, as then amended or supplemented, which would have cured any defect giving rise to such loss, claim, damage, liability or action; providedexpense was not sent or delivered to such person by or on behalf of such Underwriter, howeverif required by law to be so delivered, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with at or prior to the delivery of written confirmation of the sale of such Shares to such person and such Prospectus, amendments and supplements had been provided by the Seller Fund to the person asserting Underwriters in the claim from requisite quantity and on a timely basis to permit proper delivery. The foregoing indemnity agreement shall be in addition to any liability which such damages arise, (ii) the final prospectus would have corrected such untrue statement Fund or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusManager may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus case if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, the underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the 1933 Securities Act pursuant to Section 11Sections 4, 5 or 6, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer seller of the Seller, each director of the Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls such Seller seller or underwriter within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the 1933 Securities Act pursuant to Section 11Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company shall will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus case if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In Each of Ford Credit and the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11Depositor, the Company willjointly and severally, to the extent permitted by law, will indemnify and hold each Underwriter harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Underwriter may become subject subject, under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinthe Prospectus, the Preliminary Prospectus, the Static Pool Information, or any amendment or supplement thereofto any such document, or any other Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances when under which they were made, not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that neither Ford Credit nor the Company shall not Depositor will be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission so made from any such document in reliance upon and in conformity with written information furnished to Ford Credit or the Depositor by any such Seller, or any such controlling person in writing Underwriter through the Representatives specifically for use therein; and provided, further, that neither Ford Credit nor the Depositor will be liable to any Underwriter or any person controlling any Underwriter under the indemnification provided for in this subsection (a) with respect to any such registration statement document to the extent that any such loss, claim, damage or prospectusliability results from the fact that such Underwriter, at or prior to the entry into the related Contract of Sale, failed to send or give to any person to whom it sold the Publicly Registered Notes a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositor has prior to the entry into such Contract of Sale furnished copies thereof to such Underwriter. The indemnification provided for in this subsection (a) will be in addition to any liability which Ford Credit and/or the Depositor may otherwise have and will extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, Seller and each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the Seller, such Seller or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person Seller for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the The Company will, to the extent permitted by law, will indemnify and hold harmless the SellerSubscriber, each officer of the SellerSubscriber (or other person servicing in a similar capacity), each director of the SellerSubscriber (or other person serving in a similar capacity), each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller Subscriber or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the SellerSubscriber, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the SellerSubscriber, and each of the Subscriber's officers, directors and other persons serving in similar capacities, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller Subscriber, and each of the Subscriber's officers, directors and other persons serving in similar capacities, to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller Subscriber with or prior to the delivery of written confirmation of the sale by the Seller Subscriber to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, omission or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such SellerSubscriber, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (ai) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c11(f)(iii) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the The Company will, to the extent permitted by law, will indemnify and hold harmless the SellerSubscriber, each officer of the SellerSubscriber (or other person servicing in a similar capacity), each director of the SellerSubscriber (or other person serving in a similar capacity), each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller Subscriber or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the SellerSubscriber, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11SECTION 10, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the SellerSubscriber, and each of the Subscriber's officers, directors and other persons serving in similar capacities, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller Subscriber, and each of the Subscriber's officers, directors and other persons serving in similar capacities, to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller Subscriber with or prior to the delivery of written confirmation of the sale by the Seller Subscriber to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, omission or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such SellerSubscriber, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In The Fund and the event of a registration of any Registrable Securities under the 1933 Act pursuant Advisers, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities several (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any sales material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the information relating to such Underwriters furnished in writing to the provisions Fund by or on behalf of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person any Underwriter through you expressly for any legal or other expenses reasonably incurred by them use in connection therewith; provided, however, that the foregoing indemnity with investigating respect to the Registration Statement, the Prospectus or defending any Prepricing Prospectuses (or any amendment or supplement to any of the foregoing) shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, if it is shown that a copy of the Prospectus, as then amended or supplemented, which would have cured any defect giving rise to such loss, claim, damage, liability or action; providedexpense was not sent or delivered to such person by or on behalf of such Underwriter, howeverif required by law to be so delivered, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with at or prior to the delivery of written confirmation of the sale of such Shares to such person and such Prospectus, amendments and supplements had been provided by the Seller Fund to the person asserting Underwriters in the claim from requisite quantity and on a timely basis to permit proper delivery. The foregoing indemnity agreement shall be in addition to any liability which such damages arise, (ii) the final prospectus would have corrected such untrue statement Fund or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusAdvisers may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, its affiliates, the Seller, directors and officers of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus or any other Issuer Free Writing Prospectus (as such losses, claims, damages or liabilities defined in Rule 433 of the 0000 Xxx) (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, omits or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter or any such director, officer or controlling person unless such Underwriter or such director, officer or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Underwriter or such director, officer or controlling person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Underwriter or such director, each such underwriter and each such officer or controlling person for otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability or actionsuch defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to the Underwriters. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or director or directors, officer or officers, controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or director or directors, officer or officers, controlling person or persons and the Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Underwriters and their directors, officers and controlling persons, which firm shall be designated in writing by the Representatives. The Company shall not be liable to the Seller to the extent that indemnify any person for any settlement of any such damages arise out claim effected without the Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, Underwriter or any such director, officer or controlling person, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Underwriter or any such director, officer or controlling person is or could have been a party and indemnity was or could have been sought hereunder by such Underwriter or director, officer or controlling person, unless such settlement, compromise or consent (x) includes an unconditional release of such Underwriter or director, officer or controlling person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Underwriter or any such director, officer or controlling person. This indemnity agreement will be in writing specifically for use in such registration statement or prospectusaddition to any liability which the Company might otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Sponsor and Collegiate Funding, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriters and each other person, if any, who controls such Seller or underwriter the Underwriters within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, and the respective affiliates, officers, directors and employees of the Underwriters and each such person, against any losses, claims, damages or liabilities, joint or several, to which the Seller, Underwriters or such underwriter or controlling person and the respective affiliates, officers, directors and employees of the Underwriters and each such person may become subject subject, under the 1933 Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus Preliminary Prospectus or final prospectus contained therein, the Prospectus or any amendment or supplement thereofthereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances when under which they were made, and will subject not misleading; except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the provisions of Section 11.6(c) reimburse Underwriters furnished to the Seller, each such underwriter and each such controlling person Sponsor in writing by the Underwriters expressly for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionuse therein; provided, however, that the Company indemnification contained in this paragraph 7(a) with respect to any Preliminary Prospectus shall not be liable inure to the Seller benefit of an Underwriter (or to the extent that benefit of any such damages arise out person controlling an Underwriter) on account of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out arising from the sale of or is based upon the of Notes by an Underwriter to any person if the untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use of a material fact contained in such registration statement Preliminary Prospectus was corrected in the Prospectus and such Underwriter sold Notes to that person without sending or prospectusgiving at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if Collegiate Funding has previously furnished sufficient copies thereof to such Underwriter at a time reasonably prior to the date such Notes are sold to such person.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities Shares under the 1933 Securities Act pursuant to Section 11Sections 3, 4 or 5, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer seller of the Seller, each director of the Sellersuch Registrable Shares thereunder, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls such Seller seller or underwriter within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was Shares were registered under the 1933 Securities Act pursuant to Section 11Sections 3, 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that the Company shall will not be liable to the Seller in any such case if and to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i1) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus.prospectus or (2) the prospectus relating to such registration shall have been amended or supplemented and copies, as so amended or supplemented, shall have been furnished to such seller of Registrable Securities prior to the confirmation of any sales of Registrable Securities and such seller did not, at or prior to the confirmation of the sale of Regsitrable Securities deliver such prospectus to the purchaser of such Registrable Securities if such applicable untrue statement or omission of a material fact contained in a prospectus was corrected in the prospectus so amend or supplemented..

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.1(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 118, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 118, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c8.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In The Transferor and the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11Bank, the Company willjointly and severally, to the extent permitted by law, will indemnify and hold harmless each Underwriter, the Sellerrespective directors, officers, employees and agents of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, Person who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act, Act or Section 20 of the 1934 Act (the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, to which the SellerUnderwriters or any of them may become subject, under the Act, the 1934 Act, or such underwriter other federal or controlling person may become subject under the 1933 Act state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained therein, the Prospectus or any amendment or supplement thereofthereto, or any related preliminary prospectus or other information provided by the Transferor or the Bank to any holder or prospective purchaser of the Notes, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances when under which they were made, not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that Transferor and the Company shall Bank will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission so made from any of such documents in reliance upon and in conformity with information furnished the Class A Underwriters' Information or the Class B Underwriters' Information or the Class C Underwriters' Information; provided further, that the Transferor and the Bank will not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any preliminary prospectus to the extent that any loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Notes to a Person as to whom it is established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such Seller, delivery is required by the Act if the Transferor or any such controlling person the Bank notified the Representative in writing specifically for use in accordance with Section 5(a) hereof and previously furnished copies of the Prospectus (excluding documents incorporated by reference) in the quantity requested in accordance with Section 5(d) hereof to such registration Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or prospectusomission of a material fact contained in the preliminary prospectus and corrected in the Prospectus or the Prospectus as then amended or supplemented.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made made: (i) in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) arise and the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iiiii) in any preliminary or final prospectus to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Sellerselling Holder, any broker/dealer acting on behalf of any selling Holder and each officer of the Seller, each and director of the Sellersuch selling Holder, each underwriter of such Registrable Securities thereunder underwriter, such broker/dealer and each other person, if any, who controls such Seller selling Holder, underwriter or underwriter broker/dealer within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person they may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, in any preliminary prospectus or final prospectus contained therein, relating thereto or in any amendments or supplements to the Registration Statement or any amendment such preliminary prospectus or supplement thereoffinal prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances when in which they are made, ; and will subject to the provisions of Section 11.6(c) reimburse the Sellersuch selling Holder, each such underwriter and each underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company indemnity agreement contained in this Section 8(a) shall not be liable apply to the Seller to the extent that any such damages arise out amounts paid in settlement of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by any such Seller, expressly for use in connection with the Registration Statement or any such preliminary prospectus or final prospectus by the selling Holder, any underwriter for them or controlling person with respect to them. This Section 8(a) shall not inure to the benefit of any selling Holder with respect to any person asserting loss, damage, liability or action as a result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in writing specifically for use Section 10 hereof) or selling in such registration statement or prospectusviolation of Section 5(c) of the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Securities Act pursuant to Section 117, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, Seller and each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the Seller, such Seller or such underwriter or controlling person may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Securities Act pursuant to Section 117, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) 7.6(c), reimburse the Seller, each such underwriter and each such controlling person Seller for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (aA) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Sellerselling Holder, any broker/dealer acting on behalf of any selling Holder and each officer of the Seller, each and director of the Sellersuch selling Holder, each underwriter of such Registrable Securities thereunder underwriter, such broker/dealer and each other person, if any, who controls such Seller selling Holder, underwriter or underwriter broker/dealer within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person they may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, in any preliminary prospectus or final prospectus contained therein, relating thereto or in any amendments or supplements to the Registration Statement or any amendment such preliminary prospectus or supplement thereoffinal prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances when in which they are made, and which were not corrected by a subsequently filed amendment or supplement thereto; and will subject to the provisions of Section 11.6(c) reimburse the Sellersuch selling Holder, each such underwriter and each underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company indemnity agreement contained in this Section 8(a) shall not be liable apply to the Seller to the extent that any such damages arise out amounts paid in settlement of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it: (i) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by any such Seller, expressly for use in connection with the Registration Statement or any such preliminary prospectus or final prospectus by the selling Holder, any underwriter for them or controlling person with respect to them; or (ii) is in writing specifically for use excess of the gross proceeds received by the Company under the Securities Purchase Agreement. This Section 8(a) shall not inure to the benefit of any selling Holder with respect to any person asserting loss, damage, liability or action as a result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in such registration statement Section 10 hereof) or prospectusselling in violation of Section 5(c) of the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any -continued- amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, its affiliates, the Seller, directors and officers of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar as such lossesany preliminary prospectus, claimsthe Basic Prospectus, damages the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus or liabilities any other Issuer Free Writing Prospectus (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, omits or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter, or any such affiliate, director, officer or controlling person unless such Underwriter or such affiliate, director, officer or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Underwriter or such affiliate, director, officer or controlling person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Underwriter or such affiliate, each such underwriter and each such director, officer or controlling person for otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability or actionsuch defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to the Underwriters. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons and the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Underwriter or Underwriters or affiliate or affiliates director or directors, officer or officers or controlling person or persons, which firm shall be designated in writing by the Representatives. The Company shall not be liable to indemnify any person for any settlement of any such claim effected without the Seller Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons, effect any settlement, compromise or consent to the extent that any such damages arise out entry of or are based upon an untrue statement or omission made judgment in any preliminary prospectus if pending or threatened action, suit or proceeding in respect of which any Underwriter or affiliate, director, officer or controlling person is or could have been a party and indemnity was or could have been sought hereunder by such Underwriter or affiliate, director, officer or controlling person, unless such settlement, compromise or consent (ix) includes an unconditional release of such indemnified party from all liability on claims that are the Seller failed subject matter of such action, suit or proceeding and (y) does not include a statement as to send or deliver an admission of fault, culpability or a copy failure to act by or on behalf of the final prospectus delivered by any Underwriter or affiliate, director, officer or controlling person. This indemnity agreement will be in addition to any liability which the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusmight otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities Shares of Common Stock under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities Shares of Common Stock thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares of Common Stock were registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement Registration Statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person person, in writing specifically for use in such registration statement or prospectus, (iv) to the extent that any such loss, claim, damage or liability results from the settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c11.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, its affiliates, the Seller, directors and officers of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar as such lossesany preliminary prospectus, claimsthe Basic Prospectus, damages the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus or liabilities any other Issuer Free Writing Prospectus (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, omits or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter, or any such affiliate, director, officer or controlling person unless such Underwriter or such affiliate, director, officer or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Underwriter or such affiliate, director, officer or controlling person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Underwriter or such affiliate, each such underwriter and each such director, officer or controlling person for otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability or actionsuch defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to the Underwriters. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers, controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons and the Underwriter or Underwriters or affiliate or affiliates director or directors, officer or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Underwriter or Underwriters or affiliate or affiliates director or directors, officer or officers or controlling person or persons, which firm shall be designated in writing by the Representatives. The Company shall not be liable to indemnify any person for any settlement of any such claim effected without the Seller Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Underwriter or Underwriters or affiliate or affiliates, director or directors, officer or officers or controlling person or persons, effect any settlement, compromise or consent to the extent that any such damages arise out entry of or are based upon an untrue statement or omission made judgment in any preliminary prospectus if pending or threatened action, suit or proceeding in respect of which any Underwriter or affiliate, director, officer or controlling person is or could have been a party and indemnity was or could have been sought hereunder by such Underwriter or affiliate, director, officer or controlling person, unless such settlement, compromise or consent (ix) includes an unconditional release of such indemnified party from all liability on claims that are the Seller failed subject matter of such action, suit or proceeding and (y) does not include a statement as to send or deliver an admission of fault, culpability or a copy failure to act by or on behalf of the final prospectus delivered by any Underwriter or affiliate, director, officer or controlling person. This indemnity agreement will be in addition to any liability which the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusmight otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11The Fund, the Company willAdviser and the Sub-Adviser, jointly and severally, agree to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (including reasonable costs of investigation), to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any Sales Material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, (except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the Underwriter Information); PROVIDED, however, that the foregoing indemnification contained in this paragraph (a) with respect to the provisions Red Xxxxxxx Preliminary Prospectus (or any amendment or supplement thereto) shall not inure to the benefit of Section 11.6(cany Underwriter (or to the benefit of any person controlling such Underwriter) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending on account of any such loss, claim, damage, liability or action; provided, however, expense arising from the sale of the Shares by such Underwriter to any person if it is shown that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of any such amendment or supplement to the final prospectus Red Xxxxxxx Preliminary Prospectus or of the Prospectus (which term as used in this proviso shall not include any statement of additional information unless specifically requested by such person) was not delivered or sent to such person within the time required by the Company to 1933 Act and the Seller with or prior to 1933 Act Rules and Regulations and the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made of a material fact contained in conformity with information furnished by the Red Xxxxxxx Preliminary Prospectus was corrected in the supplement or amendment to the Red Xxxxxxx Preliminary Prospectus or in the Prospectus, provided that the Fund has delivered such supplements or amendments or the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit proper delivery or sending. The foregoing indemnity agreement shall be in addition to any such Sellerliability which the Fund, the Adviser or any such controlling person in writing specifically for use in such registration statement or prospectusthe Sub-Adviser may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller in any case to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) 6 reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusperson.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person of Seller for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller or any controlling person of Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter Underwriter within the meaning of the 1933 ActSecurities Act and the respective officers, directors, partners, employees, representatives and agents of each Underwriter (collectively, the "Underwriter Indemnified Parties" and, each, an "Underwriter Indemnified Party"), against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith), joint or several, to which may be based upon the SellerSecurities Act, or such underwriter any other statute or controlling person may become subject under at common law, on the 1933 Act ground or otherwisealleged ground that any Pre-effective Prospectus, insofar as such losses, claims, damages the Registration Statement or liabilities the Prospectus (or actions in respect thereofany Pre-effective Prospectus, the Registration Statement or the Prospectus as from time to time amended or supplemented) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances when under which they were made, not misleading, unless such statement or omission was made in reliance upon, and will subject in conformity with, written information furnished to the provisions of Section 11.6(c) reimburse Company by any Underwriter, directly or through the SellerRepresentative, each such underwriter and each such controlling person specifically for any legal or other expenses reasonably incurred by them use in connection with investigating or defending any such loss, claim, damage, liability or actionthe preparation thereof; provided, however, that the Company shall not be liable with respect to the Seller to the extent that any such damages arise out of untrue statement or are based upon an omission or alleged untrue statement or omission made in any preliminary prospectus if Pre-effective Prospectus, the indemnity agreement contained in this subsection (ia) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company shall not inure to the Seller with or prior to the delivery benefit of written confirmation of the sale by the Seller to any Underwriter Indemnified Party from whom the person asserting any such losses, claims, damages or liabilities purchased the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) shares of Stock concerned to the extent that any such loss, claim, damage or liability arises out of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was not sent or is based upon an untrue statement given to such person at or alleged prior to the written confirmation of the sale of such shares of Stock to such person as required by the Securities Act and if the untrue statement or omission or alleged omission concerned has been corrected in the Prospectus. The Company will be entitled to participate at its own expense in the defense or, if it so made in conformity with information furnished by elects, to assume the defense of any suit brought to enforce any such Sellerliability, or but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event the Company elects to assume the defense of any such controlling person suit and retain such counsel, any Underwriter Indemnified Parties, defendant or defendants in writing specifically for use in the suit, may retain additional counsel but shall bear the fees and expenses of such registration statement or prospectus.counsel unless (i)

Indemnification and Contribution. (a) In connection with the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11Securities, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement the Registration Statement under which such Registrable Securities was were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement Registration Statement or prospectus, and provided, however, that the liability of the Company hereunder shall be limited to the gross proceeds received by the Company from the sale of Securities covered by such Registration Statement.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Unaffiliated Seller agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Depositor and each other Underwriter, their respective officers and directors and each person, if any, who controls such Seller the Depositor or underwriter any Underwriter within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 ActACT") or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 ACT"), against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, they or such underwriter or controlling person any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based in whole or in part upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus Prospectus Supplement or final prospectus contained therein, in the Comp Materials or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein in the Prospectus Supplement or in the Comp Materials a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances when in which they were made, and will subject not misleading, or any such untrue statement or omission or alleged untrue statement or alleged omission made in any amendment of or supplement to the provisions of Section 11.6(c) Prospectus Supplement or to the Comp Materials, and agrees to reimburse the Seller, Depositor and each such underwriter Underwriter and each such officer, director and controlling person promptly upon demand for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, howeverPROVIDED HOWEVER, that the Company Unaffiliated Seller shall not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case only to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished by the Seller Information. The foregoing indemnity agreement is in addition to any such Sellerliability which the Unaffiliated Seller may otherwise have to the Underwriters, the Depositor or any such director, officer or controlling person in writing specifically for use in such registration statement of the Underwriters or prospectusof the Depositor.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, Underwriter against any losses, claims, damages or liabilities, joint or several, as incurred, to which the Seller, or such underwriter or controlling person Underwriter may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, or (ii) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof, or (iii) any untrue statement or alleged untrue statement of any a material fact contained (A) in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinPreliminary Prospectus, the Prospectus or any amendment or supplement thereofthereto, or arise out of (B) in any blue sky application or are other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, documents or information being hereinafter called a "Blue Sky Application"), or (iii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or the omission or alleged omission to state in any Preliminary Prospectus, the Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances when under which they were made, not misleading; and will subject to the provisions of Section 11.6(c) shall reimburse the Seller, each such underwriter and each such controlling person Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; provided, however, except that the Company shall not be liable in any such case to the Seller extent, but only to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages ariseextent, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Seller, or any such controlling person in writing Underwriter specifically for use in such registration the preparation thereof and, provided further, that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, charges, liabilities or litigation based upon any untrue statement or prospectusalleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected has not been sent or given to such person within the time required by the Securities Act and the Rules and Regulations thereunder, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Republic agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, the Sellerdirectors, officers, employees and agents of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, person who controls such Seller or underwriter any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act, ") against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, they or such underwriter or controlling person any of them may become subject under the 1933 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Offered Securities as originally filed or in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11amendment thereof, or in any preliminary prospectus or final prospectus contained thereinthe Prospectus, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, in the case of the Prospectus, in light of the circumstances when under which they were made, not misleading, and will subject agrees to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which Republic will not be liable in any such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to the Republic by or on behalf of any Underwriter specifically for inclusion therein and (ii) such indemnity with respect to the preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such Sellerloss, claim, damage or any liability purchased the Offered Securities if such controlling person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Offered Securities to such person in writing specifically for use in any case where such registration delivery is required by the Act, if the untrue statement or prospectusomission of a material fact contained in the preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented) and the Republic furnished copies thereof to such Underwriter.

Indemnification and Contribution. (a) In Each of the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company Issuers will, to the extent permitted by lawjointly and severally, indemnify and hold harmless the Sellereach Underwriter, each officer of the Sellerits partners, each director of the Seller, each underwriter of such Registrable Securities thereunder directors and officers and each other person, if any, who controls such Seller or underwriter Underwriter within the meaning of Section 15 of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Underwriter may become subject subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinthe Prospectus, or any amendment or supplement thereofthereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company indemnity agreement contained in this Section 6(a) with respect to any preliminary prospectus supplement (or any amendment or supplement thereto) shall not be liable inure to the Seller benefit of any Underwriter, its partners, officers or directors (or to the extent that benefit of any person controlling such Underwriter) from whom the person asserting any such damages arise out of loss, damage, expense, liability or claim purchased the Offered Securities that are based upon an the subject thereof if the final prospectus supplement corrected any such alleged untrue statement or omission made in any preliminary prospectus and if (i) the Seller such Underwriter, its partners, officers or directors, failed to send or deliver give a copy of the final prospectus delivered by the Company supplement to the Seller with such person at or prior to the delivery of written confirmation of the sale of such Offered Securities to such person, unless the failure is the result of non-compliance by the Seller to Issuers with paragraph (c) of Section 4 hereof; and provided, further that the person asserting the claim from which Issuers will not be liable in any such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission so made from any of such documents in reliance upon and in conformity with written information furnished to the Issuers by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusthe Terms Agreement.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a any registration of any of the Registrable Securities Shares under the 1933 Securities Act pursuant to Section 11this Agreement, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer seller of the Seller, each director of the Sellersuch Registrable Shares, each underwriter of such Registrable Securities thereunder Shares, and each other person, if any, who controls such Seller seller or underwriter within the meaning of the 1933 Act, Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the 1933 Act Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was Shares were registered under the 1933 Act pursuant to Section 11Securities Act, any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of misleading; and the circumstances when madeCompany will reimburse such seller, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any untrue statement made in such Registration Statement, preliminary prospectus or alleged untrue statement final prospectus, or any such amendment or supplement, or upon any omission or alleged omission so made therefrom, in reliance upon and in conformity with information furnished to the Company, in writing, by any or on behalf of such Sellerseller, underwriter or any such controlling person in writing specifically for use in such registration statement or prospectusthe preparation thereof.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the The Company will, to the extent permitted by law, will (i) indemnify and hold harmless the Sellereach Holder, each officer of the SellerHolder's officers and directors, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls Person controlling such Seller or underwriter Holder within the meaning of Section 15 of the 1933 Securities Act, against any lossesall expenses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise including reasonable legal expenses), arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement under which such Registration Statement or prospectus relating to the Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained thereinShares, or any amendment or supplement thereofthereto, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c(ii) reimburse the Seller, each such underwriter and each such controlling person Holder for any all reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred, provided, however, that the Company will not be liable in any such case to the extent that any such claim, loss, claim, damage, liability or actionexpense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with information furnished in writing to the Company by such Holder for inclusion therein; provided, howeverand provided further, that the Company shall not be liable with respect to the Seller any preliminary prospectus or preliminary prospectus supplement to the extent that any such expenses, claims, losses, damages arise out and liabilities result from the fact that Registrable Shares were sold to a Person as to whom it shall be established that there was not sent or given at or prior to the written confirmation of such sale a copy of the prospectus as then amended or are based upon supplemented under circumstances where such delivery is required under the Securities Act, if the Company shall have previously furnished copies thereof to such Indemnified Party in sufficient quantities to enable such Indemnified Party to satisfy such obligations and the expense, claim, loss, damage or liability of such Indemnified Party results from an untrue statement or omission made of a material fact contained in any the preliminary prospectus if (i) or the Seller failed to send or deliver a copy of preliminary prospectus supplement which was corrected in the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In The Fund and the event of a registration of any Registrable Securities under the 1933 Act pursuant Investment Adviser, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities several (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any sales material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the information relating to such Underwriters furnished in writing to the provisions Fund or the Investment Adviser by or on behalf of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person any Underwriter through you expressly for any legal or other expenses reasonably incurred by them use in connection therewith; provided, however, that the foregoing indemnity with investigating respect to the Registration Statement, the Prospectus or defending any Prepricing Prospectuses (or any amendment or supplement to any of the foregoing) shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, if it is shown that a copy of the Prospectus, as then amended or supplemented, which would have cured any defect giving rise to such loss, claim, damage, liability or action; providedexpense was not sent or delivered to such person by or on behalf of such Underwriter, howeverif required by law to be so delivered, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with at or prior to the delivery of written confirmation of the sale of such Shares to such person and such Prospectus, amendments and supplements had been provided by the Seller Fund to the person asserting Underwriters in the claim from requisite quantity and on a timely basis to permit proper delivery. The foregoing indemnity agreement shall be in addition to any liability which such damages arise, (ii) the final prospectus would have corrected such untrue statement Fund or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusInvestment Adviser may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, any investment banking firm acting as an underwriter for the Sellerselling Holder, any broker/dealer acting on behalf of any selling Holder and each officer of the Seller, each and director of the Sellersuch selling Holder, each underwriter of such Registrable Securities thereunder underwriter, such broker/dealer and each other person, if any, who controls such Seller selling Holder, underwriter or underwriter broker/dealer within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person they may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, in any preliminary prospectus or final prospectus contained therein, relating thereto or in any amendments or supplements to the Registration Statement or any amendment such preliminary prospectus or supplement thereoffinal prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances when in which they are made, ; and will subject to the provisions of Section 11.6(c) reimburse the Sellersuch selling Holder, each such underwriter and each underwriter, broker/dealer or such officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out liability of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior each selling Holder hereunder shall be limited to the delivery gross proceeds (net of written confirmation of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Seller Registration Statement, provided, further that the indemnity agreement contained in this Section 8(a) shall not apply to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that amounts paid in settlement of any such loss, claim, damage damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in connection with the Registration Statement, any preliminary prospectus or final prospectus relating thereto or any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by any such Seller, expressly for use in connection with the Registration Statement or any such preliminary prospectus or final prospectus by the selling Holder, any underwriter for them or controlling person with respect to them. This Section 8(a) shall not inure to the benefit of any selling Holder with respect to any person asserting loss, damage, liability or action as a result of a selling Holder selling Registrable Securities during a Suspension Period (as defined in writing specifically for use Section 10 hereof) or selling in such registration statement or prospectusviolation of Section 5(c) of the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered or made available by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 119, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 119, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c9.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1112, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1112, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c12.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically Seller for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c10.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In 5.1 The Company and the event of a registration of any Registrable Securities under the 1933 Act pursuant Guarantor, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Initial Purchaser and each other personHolder, their respective affiliates and each Person, if any, who controls such Seller any Initial Purchaser or underwriter any Holder within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and duly documented legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted), joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, Registration Statement or any preliminary prospectus or final prospectus contained thereinProspectus, or caused by any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances when under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will subject in conformity with any information relating to any Initial Purchaser or any Holder furnished to the provisions Company in writing through Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx & Co. Incorporated or any of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person them or any selling Holder expressly for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionuse therein; provided, however, that the Company foregoing indemnity agreement with respect to any preliminary prospectus shall not be liable inure to the Seller benefit of any Holder to the extent that the sale to the person asserting any such losses, claims, damages arise out of or are based upon an untrue statement liabilities was a sale by such Holder, or omission made in any preliminary prospectus person controlling such Holder, if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to the Seller with such person, if required by law so to have been delivered, at or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages ariseperson, (ii) and if the final prospectus (as so amended or supplemented) would have corrected cured the defect giving rise to such untrue statement losses, claims, damages or alleged untrue statement or liabilities. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantor will also indemnify the Underwriters and their respective affiliates and each Person who controls such omission or alleged omission, or Persons (iiiwithin the meaning of the Securities Act and the Exchange Act) to the same extent that as provided above with respect to the indemnification of the Holders, if requested in connection with any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusRegistration Statement.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Holder of Transfer Restricted Securities covered by the Seller, Shelf Registration Statement (including each officer of the SellerInitial Purchasers), the directors, officers, employees and agents of each director of the Seller, each underwriter of such Registrable Securities thereunder Holder and each other person, if any, person who controls any such Seller or underwriter Holder within the meaning of either the 1933 Act, Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, they or such underwriter or controlling person any of them may become subject under the 1933 Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement as originally filed or in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11amendment thereof, or in any preliminary prospectus Prospectus or final prospectus contained thereinProspectus, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances when under which they were made, not misleading, and will subject agrees to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person indemnified party, as incurred, for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an (A) any such untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such SellerHolder or any Initial Purchaser specifically for inclusion therein, (B) use of the Shelf Registration Statement or the related Prospectus during a period when use of such Prospectus has been suspended pursuant to Section 2(d) or Section 3(s) hereof; provided, in each case, that Holders received prior notice of such suspension, or (C) if the Holder fails to deliver a Prospectus, as then amended or supplemented, provided that the Company shall have delivered to such Holder such Prospectus, as then amended or supplemented. This indemnity agreement will be in addition to any such controlling person in writing specifically for use in such registration statement or prospectusliability which the Company may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Issuer and Reliant, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Sellereach Underwriter, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith), joint or several, to which may be based upon (i) the Sellercomplete or partial judicial invalidation of the Texas Electric Choice Plan, or such underwriter the repeal, revocation or controlling person may become subject under complete or partial judicial invalidation of the 1933 Financing Order or (ii) either the Act or otherwisethe Exchange Act, insofar as such lossesor any other statute or at common law, claimson the ground or alleged ground that the Registration Statement, damages any Preliminary Final Prospectus, the Basic Prospectus or liabilities the Final Prospectus (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, omits or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission allegedly omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light of the circumstances when madereliance upon, and will subject in conformity with, written information furnished to the provisions of Issuer or Reliant by any Underwriter through the Representatives specifically for use in the preparation thereof, it being understood and agreed that the only such information is that described as such in Section 11.6(c8(b) reimburse hereof; provided that in no case is the Seller, each such underwriter and each Issuer or Reliant to be liable with respect to any claims made against any Underwriter or any such controlling person for any legal unless such Underwriter or such controlling person shall have notified Reliant in writing within a reasonable time after the summons or other expenses reasonably incurred by them in connection with investigating first legal process giving information of the nature of the claim shall have been served upon such Underwriter or defending such controlling person, but failure to notify Reliant of any such lossclaim shall not relieve the Issuer or Reliant from any liability that either may have to such Underwriter or such controlling person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, claimfurther, damagethat the foregoing indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter if a copy of the Final Prospectus, liability as amended or action; providedsupplemented, had not been sent or given by or on behalf of such Underwriter to the person asserting any such losses, claims, damages or liabilities concurrently with or prior to delivery of the written confirmation of the sale of Bonds to such person and the untrue statement or omission of a material fact contained in the Basic Prospectus or such Preliminary Final Prospectus was corrected in the Final Prospectus as amended or supplemented. The Issuer and Reliant will be entitled to participate at their own expense in the defense, or, if they so elect, to assume the defense of any suit brought to enforce any such liability, but, if the Issuer or Reliant elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that the Issuer or Reliant elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit, may retain additional counsel, but shall bear the fees and expenses of such counsel unless (i) the Issuer or Reliant shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or controlling person or persons and the Underwriter or Underwriters or controlling person or persons have been advised by such counsel that one or more legal defenses may be available to it or them that may not be available to the Issuer or Reliant, in which case the Issuer or Reliant shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company Issuer and Reliant shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Underwriters and their controlling persons, which firm shall be designated in writing by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. The Issuer and Reliant shall not be liable to the Seller to the extent that indemnify any person for any settlement of any such damages arise out of or are based upon an untrue statement or omission made claim effected without their consent. This indemnity agreement will be in addition to any preliminary prospectus if (i) liability that the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusIssuer and Reliant might otherwise have.

Indemnification and Contribution. (ai) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 115, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 115, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person person, in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Sellereach Agent, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter any Agent within the meaning of Section 15 of the 1933 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and reasonable counsel fees incurred in connection therewith), joint or several, to as incurred, which may be based upon the Seller1933 Act, or such underwriter any other statute or controlling person may become subject under the 1933 Act or otherwiseat common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, Registration Statement (or any amendment or supplement thereofthereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances when under which they were made, not misleading, unless any such statement or omission was made in reliance upon, and will subject in conformity with, written information furnished to the provisions of Section 11.6(c) reimburse Company by any Agent, directly or through you or any other Agent, specifically for use in the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionpreparation thereof; provided, however, that the Company shall not be liable with respect to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission claims made in against any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, Agent or any such controlling person under this subsection unless such Agent or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Agent or controlling person, but failure to notify the Company of any such claim shall not relieve either of them from any liability which they may have to such Agent or controlling person otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and, if the Company elects to assume the defense, such defense shall be conducted by counsel reasonably acceptable to such Agent and chosen by the Company. In the event the Company elects to assume the defense of any such suit and retain such counsel, the Agent or Agents or controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include such Agent or Agents or controlling person or persons and the Company and such Agent or Agents or controlling person or persons have been advised by counsel that one or more legal defenses may be available to it or to them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit notwithstanding their obligation to bear the fees and expenses of such counsel. The Company shall not be liable to indemnify any person for use any settlement of any such claim effected without the Company's written consent. The Company shall not, without the prior written consent of the applicable Agent or Agents, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7, unless such registration settlement, compromise or consent (i) includes an unconditional release of each such Agent from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or prospectusan admission of fault, culpability or a failure to act by or on behalf of such Agent. This indemnity agreement will be in addition to any liability which the Company might otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller, any officer of the Seller, any director of the Seller, any underwriter of such Registrable Securities or any other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11The Fund, the Company willAdviser and the Sub-Adviser, jointly and severally, agree to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (including reasonable costs of investigation), to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any Sales Material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, (except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission, which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the Underwriter Information); provided, however, that the foregoing indemnification contained in this paragraph (a) with respect to the provisions Red Herring Preliminary Prospectus (xx xxx amendment or supplement thereto) shall not inure to the benefit of Section 11.6(cany Underwriter (or to the benefit of any person controlling such Underwriter) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending on account of any such loss, claim, damage, liability or action; provided, however, expense arising from the sale of the Shares by such Underwriter to any person if it is shown that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of any such amendment or supplement to the final prospectus Red Herring Preliminary Prospectus or xf the Prospectus (which term as used in this proviso shall not include any statement of additional information unless specifically requested by such person) was not delivered or sent to such person within the time required by the Company to 1933 Act and the Seller with or prior to 1933 Act Rules and Regulations and the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made of a material fact contained in conformity with information furnished by the Red Herring Preliminary Prospectxx xxx corrected in the supplement or amendment to the Red Herring Preliminary Prospectxx xx xn the Prospectus, provided that the Fund has delivered such supplements or amendments or the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit proper delivery or sending. The foregoing indemnity agreement shall be in addition to any such Sellerliability, which the Fund, the Adviser or any such controlling person in writing specifically for use in such registration statement or prospectusthe Sub-Adviser may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the SellerManager, each officer the directors and officers of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Manager and each other person, if any, who controls such Seller or underwriter the Manager within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar as such lossesthe Basic Prospectus, claimsthe Prospectus Supplement, damages the Prospectus or liabilities any Issuer Free Writing Prospectus (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by the Manager specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against the Manager or any such director, officer or controlling person (an “Indemnified Party”) unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Indemnified Party otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, each such underwriter and each such controlling person for or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability such defense shall be conducted by counsel chosen by it. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Indemnified Party, defendant or action; provideddefendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party and the Indemnified Party and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Indemnified Party, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by the Manager. The Company shall not be liable to indemnify any person for any settlement of any such claim effected without the Seller Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnified Party, effect any settlement, compromise or consent to the extent that any such damages arise out entry of or are based upon an untrue statement or omission made judgment in any preliminary prospectus if pending or threatened action, suit or proceeding in respect of which any Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such Indemnified Party, unless such settlement, compromise or consent (ix) includes an unconditional release of such Indemnified Party from all liability on claims that are the Seller failed subject matter of such action, suit or proceeding and (y) does not include a statement as to send or deliver an admission of fault, culpability or a copy failure to act by or on behalf of the final prospectus delivered by any Indemnified Party. This indemnity agreement will be in addition to any liability which the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusmight otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1112, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1112, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c12.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.. 106

Indemnification and Contribution. (a) In Subject to paragraph 8 in the event of a registration of any Registrable Securities are included in a registration statement under this Agreement: To the 1933 Act pursuant to Section 11, extent not prohibited by law the Company will, to the extent permitted by law, will indemnify and hold harmless each Holder requesting or joining in a registration, any underwriter (as defined in the SellerAct) for it, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller Holder or underwriter within the meaning of the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act, ") against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person they may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any such registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11statement, including any preliminary prospectus or final prospectus contained thereinprospectus, or any amendment amendments or supplement thereofsupplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light or arise out of any violation by the Company of any rule or regulation promulgated under the Act or the 1934 Act applicable to the Company and relating to action or inaction required of the circumstances when made, Company in connection with any such registration; and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each Holder such underwriter, or such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company indemnify agreement contained in this paragraph 11(a) shall not be liable apply to the Seller to the extent that any such damages arise out amounts paid in settlement of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in connection with such registration statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person. To the extent not prohibited by law, each Holder requesting or joining in a registration will severally indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company (within the meaning of the Act or the 1934 Act) against any loxxxx, xxaims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, agent or underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus, or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such Sellerdirector, officer, controlling person, agent or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is affected without the consent of such Holder (which consent shall not be unreasonably withheld). Promptly after receipt by an indemnified party under this paragraph of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this paragraph, notify the indemnifying party in writing of the commencement thereof and (unless the interest of the indemnifying party conflicts with that of the indemnified party) the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to his ability to defend such action, shall relieve such indemnifying party, to the extent that he is prejudiced thereby, of any liability to the indemnified party under this paragraph, to the extent that he is prejudiced thereby, of any liability to the indemnified party under this paragraph, but the omission so to notify the indemnifying party will not relieve him of any liability that he may have to any indemnified party otherwise than under this paragraph. In order to provide for just and equitable contribution to joint liability under the Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this paragraph 11 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this paragraph 11 provides for indemnification in such case, or (ii) contribution under the Act may be required on the part of any such selling Holder or any such controlling person in writing specifically circumstances for use which indemnification is provided under this paragraph 11; then, and in each such case, the indemnifying party, in lieu of iindemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such registration proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or prospectusomission; provided, however, that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the The Company will, to the extent permitted by law, will indemnify and hold harmless the Sellereach Underwriter, each officer of the Sellerits partners, each director of the Seller, each underwriter of such Registrable Securities thereunder directors and officers and each other person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all such persons, from and against any losses, claims, damages or liabilities, joint or several, to which the Seller, any such Underwriter or any such underwriter or controlling other person may become subject under the 1933 Act Act, the 1934 Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinPreliminary Prospectus, the Prospectus, any Rule 434 Prospectus, or any amendment or supplement thereofthereto, or in any "blue sky" application or other document executed by the Company or based upon any information furnished in writing by the Company, filed in any jurisdiction in order to qualify any or all of the Shares under the securities laws thereof ("Blue Sky Application"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances when in which they were made, not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter Underwriter and each such partner, director, officer, employee and controlling person for any legal or other expenses reasonably incurred by them such Underwriter, partner, director, officer, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, such Preliminary Prospectus, Prospectus or Rule 434 Prospectus, or such amendment or supplement, or any Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by you or by any Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by you or by any Underwriter through you consists of the information specified in Section 8(f) below; provided, further, that the Company will not be liable for any such Sellerlosses, claims, damages, or liabilities arising from the sale of the Shares to any person if a copy of the Prospectus (as first filed pursuant to Rule 424(b)) or the Prospectus as amended or supplemented by all amendments or supplements thereto which has been furnished to the Underwriters (within a reasonable amount of time prior to such sale) shall not have been sent, mailed or given to such person, at or prior to the written confirmation of the sale of such Shares to such person, but only if and to the extent that such Prospectus, if so sent or delivered, would have cured the defect giving rise to, and been a complete defense against the person asserting, such loss, claim, damage or liability. In addition to its other obligations under this Section 8(a), the Company agrees that, as an interim measure during the pendency of any such claim, action, investigation, inquiry or other proceeding arising out of or based upon any breach or any statement or omission, or any such controlling person in writing specifically for use in such registration alleged statement or prospectusomission, described in this Section 8(a), it will reimburse the Underwriters, their partners, directors, officers, employees and controlling persons on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company's obligation to reimburse the Underwriters and such other persons for such expense and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. This indemnity agreement shall be in addition to any liabilities that the Company may otherwise have.

Indemnification and Contribution. (ai) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 118, the Company will, to the extent permitted by law, Utix will indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement Registration Statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 118, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company Utix shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company Utix to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person person, in writing specifically for use in such registration statement Registration Statement or prospectus.

Indemnification and Contribution. (ai) In the event of a registration of any Registrable Securities Shares under the 1933 Act pursuant to Section 117.1, the Company will, to the extent permitted by law, indemnify and hold harmless the SellerInvestor, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the SellerInvestor, each underwriter of such Registrable Securities Shares thereunder and each other person, if any, who controls such Seller Investor or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the SellerInvestor, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Shares was registered under the 1933 Act pursuant to Section 117.1, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) 7.1(f)(iii), reimburse the SellerInvestor, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller Investor solely to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) (A) the Seller Investor failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller Investor with or prior to the delivery of written confirmation of the sale by the Seller Investor to the person asserting the claim from which such damages arise, arise and (iiB) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iiiii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Investor in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) 11.4 reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusperson.

Indemnification and Contribution. Section 6.14 (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant Each Issuer, jointly and severally, agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Purchaser and each other personHolder, their respective affiliates, directors, agents and officers and each Person, if any, who controls such Seller the Purchaser or underwriter any Holder within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, Registration Statement or any amendment Prospectus or supplement thereof, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances when under which they were made, and will subject to the provisions of Section 11.6(c) reimburse the Sellernot misleading, each except insofar as such underwriter and each such controlling person for any legal losses, claims, damages or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages liabilities arise out of of, or are based upon an upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Purchaser or any Holder furnished to the Issuers in writing by the Purchaser or any selling Holder expressly for use therein; provided, that with respect to any such untrue statement in or omission from any preliminary prospectus if prospectus, the indemnity agreement contained in this paragraph (ia) shall not inure to the Seller failed to send or deliver a copy benefit of the final prospectus delivered Purchaser or Holder (or any of their affiliates, directors and officers and each person, if any, who controls the Purchaser or such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) in connection with the sale of Securities by the Company Purchaser or a Holder, to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected extent that such untrue statement or alleged untrue statement omission was corrected in a prospectus supplement or such omission or alleged omission, or (iii) a free-writing prospectus delivered to the extent that any Person asserting such loss, claim, damage or liability arises out prior to the time of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made sale of such Securities. In connection with any Underwritten Offering permitted by Section 3, the Issuers, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in conformity the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with information furnished by respect to the indemnification of the Holders, if requested in connection with any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusRegistration Statement.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Sellerofficers, each director directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person Seller in writing specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1110, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1110, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) 10.6(c), reimburse the Seller, each such underwriter and each such controlling person for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person person, in writing specifically for use in such registration statement or prospectus, (iv) to the extent that any such loss, claim, damage or liability results from the settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c11.5(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, the Seller, directors and officers of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus or any other Issuer Free Writing Prospectus (as such losses, claims, damages or liabilities defined in Rule 433 of the 0000 Xxx) (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter or any such director, officer or controlling person unless such Underwriter or such director, officer or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Underwriter or such director, officer or controlling person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Underwriter or such director, each such underwriter and each such officer or controlling person for otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability such defense shall be conducted by counsel chosen by it. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or action; providedUnderwriters or director or directors, officer or officers, controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or director or directors, officer or officers, controlling person or persons and the Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Underwriters and their directors, officers and controlling persons, which firm shall be designated in writing by the Representatives. The Company shall not be liable to the Seller to the extent that indemnify any person for any settlement of any such damages arise out of or are based upon an untrue statement or omission made claim effected without the Company’s prior written consent. This indemnity agreement will be in addition to any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by liability which the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusmight otherwise have.

Indemnification and Contribution. (a) In the event connection with any registration or qualification of a registration of any Registrable Securities under the 1933 Act pursuant to Section 112.1 or Section 2.2, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, hereby indemnifies each officer Holder of the SellerRegistrable Securities, each director of the Seller, and each underwriter of such Registrable Securities thereunder and thereof, including each other personPerson, if any, who controls each such Seller or underwriter Holder within the meaning of Section 15 of the 1933 Securities Act, against any all losses, claims, damages or liabilities, joint or several, to which the Sellerand liabilities caused by any untrue, or such underwriter or controlling person may become subject under the 1933 Act or otherwisealleged untrue, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under or prospectus or notification or offering circular (and as amended or supplemented if the 1933 Act pursuant to Section 11, Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or final prospectus contained therein, or caused by any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellerexcept insofar as such losses, each such underwriter and each such controlling person for claims, damages or liabilities are caused by any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or omission based upon information furnished in writing to the Company by such Holder or any such underwriter expressly for use therein, provided, that the agreement of the Company to indemnify any underwriter and any person who controls such underwriter contained herein with respect to any such preliminary prospectus shall not inure to the benefit of any underwriter from whom the person asserting any such claim, loss, damage, liability or action purchased the stock which is the subject thereof, if at or prior to the written confirmation of the sale of such stock, a copy of the prospectus (or the prospectus as amended or supplemented) was not sent or delivered to such person, excluding the documents incorporated therein by reference, and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or alleged omissionthe prospectus as amended or supplemented); and provided, or (iii) further, that the Company will not be liable in any such case to the extent that any such claim, loss, claim, damage or liability arises out of or is based upon an untrue on any offers to sell or sales made by such Holder during any period when a Holder is notified by the Company to discontinue sales pursuant to Section 2.1(b)(iv); and the Company and each officer, director and controlling Person of the Company shall be indemnified by each Holder or by the underwriters, as the case may be, for all such losses, claims, damages and liabilities caused by any untrue, or alleged untrue, statement or alleged untrue statement or omission omission, or alleged omission so made in conformity with omission, based upon information furnished in writing to the Company by each such Holder thereof or the underwriters, as the case may be, expressly for any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectususe.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities of the Restricted Stock under the 1933 Securities Act pursuant to Section 11Sections 2.3, 2.4, 2.5, 2.6 or 2.14, the Company will, to the extent permitted by law, will indemnify and hold harmless the Seller, each officer seller of the Seller, each director of the Sellersuch Restricted Stock thereunder, each underwriter of such Registrable Securities Restricted Stock thereunder and each other person, if any, who controls such Seller seller or underwriter within the meaning of the 1933 Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Sellersuch seller, or such underwriter or controlling person may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities Restricted Stock was registered under the 1933 Securities Act pursuant to Section 11Sections 2.3, 2.4, 2.5, 2.6 or 2.14, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellereach such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus case if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerseller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) arise and the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iiiii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to this Section 119, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to this Section 119, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c9.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c11.1(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, person who controls such Seller or underwriter any Underwriter within the meaning of either the 1933 Act, Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Seller, they or such underwriter or controlling person any of them may become subject under the 1933 Act or otherwisesubject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any registration statement under which such Registrable Securities was registered under amendment thereof, or in the 1933 Act pursuant to Section 11Basic Prospectus, any preliminary prospectus Preliminary Final Prospectus or final prospectus contained thereinthe Final Prospectus, or in any amendment thereof or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject agrees to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person indemnified party for any legal or other expenses reasonably incurred by them as such expenses are incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which will not be liable in any such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Seller, or any such controlling person in writing Underwriter through the Representative specifically for use in connection with the preparation thereof, and (ii) such registration indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or prospectusomission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented); provided that the Company has delivered to the several Underwriters copies of the Final Prospectus (or the Final Prospectus as amended or supplemented) in requisite quantities on a timely basis to permit such delivery. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 117, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 117, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c7.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration case of any Registrable Securities under the 1933 Act offering registered pursuant to Section 11this Article 2, the Company will, Newco agrees to the extent permitted by law, indemnify and hold harmless the Seller, each officer seller of the Seller, Subject Securities and each director underwriter (as defined in the 0000 Xxx) under such registration and each person who controls any of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter foregoing within the meaning of Section 15 of the 1933 Act, and any officer, employee or partner of the foregoing, harmless against any and all losses, claims, damages or liabilities, joint or several, liabilities (including reasonable legal fees and other reasonable expenses incurred in the investigation and defense thereof) to which the Seller, they or such underwriter or controlling person any of them may become subject under the 1933 Act or otherwiseotherwise (collectively "Losses"), insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) Losses shall arise out of or are shall be based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which distributed to potential purchasers relating to the sale of such Registrable Subject Securities was registered under (as amended if Newco shall have filed with the 1933 Act pursuant to Section 11, SEC any preliminary prospectus or final prospectus contained thereinamendment thereof), or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus relating to the sale of such Subject Securities (as amended or supplemented if Newco shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances when under which they were made, and will subject to the provisions of Section 11.6(c) reimburse the Sellernot misleading, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company indemnification contained in this Section 2.5 shall not be liable apply to the Seller to the extent that any such damages Losses which shall arise out of or are shall be based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement statement, or any such omission or alleged omission, which shall have been made in reliance upon and in conformity with information furnished in writing to Newco by the Demanding Holders, Demanding Shareholders and Registering Holders, as the case may be, or any such underwriter or such controlling person, specifically for use in connection with the preparation of the registration statement or prospectus contained in the registration statement or any such amendment thereof or supplement therein. In the case of each offering registered pursuant to this Article 2, the Demanding Holders, Demanding Shareholders and Registering Holders, as the case may be, severally agree and each underwriter or such controlling person, if any, participating therein shall severally agree, substantially in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and hold harmless Newco and each person, if any, who controls Newco within the meaning of Section 15 of the 1933 Act, and the directors and officers of Newco, and any underwriter with respect to any statement in or omission from such registration statement or prospectus contained in such registration statement (iiias amended or as supplemented, if amended or supplemented as aforesaid) if such statement or omission shall have been made in reliance upon and in conformity with information furnished in writing to Newco by the Demanding Holders, Demanding Shareholders and Registering Holders, as the case may be, or such underwriter or such controlling person, as the case may be, specifically for use in connection with the preparation of such registration statement or prospectus contained in such registration statement or any such amendment thereof or supplement thereto. If any third party shall notify the indemnified party with respect to any claim of such third party (a "Third Party Claim") which may give rise to a claim for indemnification by the indemnified party against the indemnifying party, then the indemnified party shall notify the indemnifying party thereof in writing within ten business days after receiving such notification from the third party, provided that failure to give timely notice under this paragraph of Section 2.5 shall not limit the indemnification obligations of the indemnifying party hereunder except to the extent that the delay in giving, or failure to give, such notice prejudices the ability of the indemnifying party to defend against the Third Party Claim. The indemnifying party shall have the right to elect to, by written notice delivered to the indemnified party within ten days of receipt by the indemnifying party of the notice from the indemnified party in respect of the Third Party Claim, and shall if so requested by the indemnified party, at the sole expense of the indemnifying party, assume control of the defense of the Third Party Claim with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. If the indemnifying party elects to assume such control within such ten-day period or is requested by the indemnified party to assume control, the indemnifying party will pursue such defense in a diligent and bona fide manner, and the indemnified party shall cooperate with the indemnifying party and its counsel and shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim, at its own expense (except for settlement payments and except that the indemnifying party will be responsible for the fees and expenses of the indemnified party's counsel if in the reasonable opinion of counsel to the indemnifying party such counsel has a conflict of interest). If the indemnifying party elects to assume such control, the indemnified party agrees to (i) give the indemnifying party, its counsel and other authorized representatives reasonable access during normal business hours to the employees, offices, properties, books and records of the indemnified party reasonably related to the investigation or defense of any such lossmatters and (ii) instruct the employees of the indemnified party to reasonably cooperate with and assist the indemnifying party, its counsel and other authorized representatives in the investigation and defense, in depositions or appearing as witnesses. The indemnifying party shall reimburse the indemnified party and its employees for the reasonable out-of-pocket expenses incurred by such Person in connection therewith. If the indemnifying party does not elect to assume control of the defense within such ten-day period and is not requested by the indemnified party to assume control of the defense or, having elected or having been so requested to assume such control, thereafter fails to proceed with the settlement or defense of any such Third Party Claim in a diligent and bona fide manner, the indemnified party shall be entitled to assume such control at the expense of the indemnifying party. In such case, the indemnifying party shall cooperate where necessary with the indemnified party and its counsel in connection with such Third Party Claim and the indemnifying party shall be bound by the results obtained by the indemnified party with respect to such Third Party Claim. The indemnified party shall not settle any Third Party Claim without the prior written consent of the indemnifying party, which shall not be unreasonably withheld. The indemnifying party shall not settle any Third Party Claim unless the indemnified party is relieved of all obligations thereunder pursuant to the terms of the written settlement and, if the indemnified party is Newco, Melville or the Limited Partnership I, is not impaired in any material respect pursuant to the settlement from operating its business in the manner in which it was operated in accordance with past practice. The indemnified party agrees to give prompt notice to the indemnifying party of the assertion of any claim, damage or liability arises out the commencement of any suit, action or is based upon an proceeding in respect of which indemnity may be sought under this Agreement that does not constitute a Third Party Claim, provided that a failure to give a timely notice under this paragraph of Section 2.5 shall not limit the indemnification obligation of the indemnifying party except to the extent that the delay in giving, or the failure to give, such notice prejudices the ability of the indemnifying party to defend against such claim, suit, action or proceeding. Notwithstanding the provisions of this Section 2.5, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission, and the Demanding Holders, Demanding 11 Shareholders and Registering Holders, as the case may be, registering shares pursuant to Section 2.1 or Section 2.2 shall not be required to contribute any amount in excess of the amount by which the total price at which the securities of the Demanding Holders, Demanding Shareholders and Registering Holders, as the case may be, were offered to the public (less underwriters' discounts and commissions) exceeds the amount of any damages which the Demanding Holders, Demanding Shareholders and Registering Holders, as the case may be, have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission so made in conformity with information furnished or alleged omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not guilty of such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusfraudulent misrepresentation.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 1113, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 1113, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c13.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Sellereach Underwriter, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses; (including the reasonable cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith), joint or several, to which may be based upon either the SellerAct, or such underwriter the Exchange Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that any Preliminary Supplemented Prospectus, insofar as such lossesFinal Supplemented Prospectus, claimsPreliminary Prospectus, damages the Registration Statement, the Basic Prospectus or liabilities the Prospectus (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light of the circumstances when madereliance upon, and will subject in conformity with, written information furnished to the provisions of Section 11.6(c) reimburse Company by any Underwriter through Xxxxxxx, Xxxxx & Co. specifically for use in the Seller, each such underwriter and each preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter or any such controlling person for any legal unless such Underwriter or such controlling person shall have notified the Company in writing within a reasonable time after the summons or other expenses reasonably incurred by them in connection with investigating first legal process giving information of the nature of the claim shall have been served upon such Underwriter or defending such controlling person, but failure to notify the Company of any such lossclaim shall not relieve it from any liability which it may have to such Underwriter or such controlling person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, claimfurther, damagethat the foregoing indemnity with respect to the Preliminary Prospectus, liability the Basic Prospectus, the Prospectus, the Preliminary Supplemented Prospectus and the Final Supplemented Prospectus shall not inure to the benefit of any Underwriter if a copy of the Preliminary Prospectus, the Basic Prospectus, the Prospectus, the Preliminary Supplemented Prospectus or action; providedthe Final Supplemented Prospectus (as amended or supplemented) had not the been sent or given by or on behalf of such Underwriter to the person asserting any such losses, claims, damages or liabilities concurrently with or prior to delivery of the written confirmation of the sale of Securities to such person and the untrue statement or omission of a material fact contained in any such Preliminary Prospectus, Basic Prospectus, Prospectus, Preliminary Supplemented Prospectus or Final Supplemented Prospectus was corrected in the Preliminary Prospectus, the Basic Prospectus, the Prospectus, the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus (as amended or supplemented). The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or controlling person or persons and the Underwriter or Underwriters or controlling person or persons have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Underwriters and their controlling persons, which firm shall be designated in writing by Xxxxxxx, Sachs & Co. The Company shall not be liable to indemnify any person for any settlement of any such claim effected without the Seller Company's consent. The Company shall not, without the written consent of the Underwriter and/or controlling person entitled to indemnification under this Section 6(a), affect the settlement or compromise of, or consent to the extent that entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not such damages arise out of Underwriter or are based upon controlling person is an untrue statement actual or omission made in any preliminary prospectus if potential party to such action or claim) unless such settlement, compromise or judgment (i) the Seller failed to send includes an unconditional release of such Underwriter and/or controlling person from all liability arising out of such action or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of such Underwriter and/or controlling person. This indemnity agreement will be in addition to any liability, which the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusCompany might otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the SellerSubscriber, each officer of the SellerSubscriber, each director of the SellerSubscriber, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller Subscriber or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the SellerSubscriber, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or (Subscription Agreement) liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the SellerSubscriber, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller Subscriber to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller Subscriber with or prior to the delivery of written confirmation of the sale by the Seller Subscriber to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Sellerthe Subscriber, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, (Subscription Agreement) 30 or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will will, subject to the provisions of Section 11.6(c) ), reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, The Contract Seller will indemnify and hold harmless the Sellereach Underwriter and its respective directors, each officer of the Sellerofficers, each director of the Seller, each underwriter of such Registrable Securities thereunder agents and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, employees against any losses, claims, damages damages, or liabilities, joint or several, to which the Sellereach such Underwriter or director, officer, agent or such underwriter or controlling person employee thereof may become subject subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which part of the Registration Statement when such Registrable Securities was registered under part became effective, or in the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinPreliminary Prospectus Supplement, the Prospectus, or any amendment or supplement thereof, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when mademisleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellereach Underwriter and their respective directors, each such underwriter officers, agents and each such controlling person employees for any reasonable and documented legal or other expenses reasonably incurred by them such Underwriter or director, officer, agent or employee thereof, as incurred, in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, (i) that the Company Contract Seller shall not be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to the Contract Seller by you, or by any such SellerUnderwriter through you, or any such controlling person in writing specifically for use therein, and (ii) such indemnity with respect to any Preliminary Prospectus or Preliminary Prospectus Supplement shall not inure to the benefit of any Underwriter (or any person controlling any Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Offered Certificates which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Offered Certificates to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such registration statement Preliminary Prospectus or prospectusPreliminary Prospectus Supplement was corrected in the Prospectus (or the Prospectus as amended or supplemented).

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 118, the Company will, to the extent permitted by law, indemnify and hold harmless the each Seller, each officer of the each Seller, each director of the each Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the such Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 118, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c8.6(c) reimburse the such Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the such Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the such Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the such Seller with or prior to the delivery of written confirmation of the sale by the such Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In Each of Ford Credit and the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11Depositor[s], the Company willjointly and severally, to the extent permitted by law, will indemnify and hold each Underwriter harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Underwriter may become subject subject, under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, any preliminary prospectus or final prospectus contained thereinthe Prospectus, the Preliminary Prospectus or any amendment or supplement thereofto any of such documents, or any Trust Free Writing Prospectus or the Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances when under which they were made, not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that the Company shall not neither Ford Credit nor [such]/[the] Depositor will be liable to the Seller to the extent that in any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission so made from any of such documents in reliance upon and in conformity with written information furnished to Ford Credit or [such]/[the] Depositor by any such Seller, or any such controlling person in writing Underwriter through the Representatives specifically for use therein; and provided, further, that neither Ford Credit nor [such]/[the] Depositor will be liable to any Underwriter or any person controlling any Underwriter under the indemnity agreement in this subsection (a) with respect to any of such registration statement documents to the extent that any such loss, claim, damage or prospectusliability results from the fact that such Underwriter, at or prior to the Time of Sale, failed to send or give to any person to whom it sold the Notes a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if [such]/[the] Depositor has prior to the Time of Sale furnished copies thereof to such Underwriter. The indemnity agreement in this subsection (a) will be in addition to any liability which Ford Credit and/or [such]/[the] Depositor may otherwise have and will extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless each Underwriter, the Seller, directors and officers of each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Underwriter and each other person, if any, who controls such Seller or underwriter each Underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, to which may be based upon either the Seller1933 Act, or such underwriter the 1934 Act, or controlling person may become subject under any other statute or at common law, on the 1933 Act ground or otherwisealleged ground that the Registration Statement, insofar any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus or any other Issuer Free Writing Prospectus (as such losses, claims, damages or liabilities defined in Rule 433 of the 1000 Xxx) (or actions in respect thereofany such document, as from time to time amended, or deemed to be amended, supplemented or modified) arise out of includes or are based upon any untrue statement or alleged allegedly includes an untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, unless such statement or omission was made in light reliance upon, and in conformity with, written information furnished to the Company by, or through the Representatives on behalf of, any Underwriter specifically for use in the preparation thereof, it being understood and agreed that the only such information consists of the circumstances when madeinformation described as such in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any Underwriter or any such director, officer or controlling person unless such Underwriter or such director, officer or controlling person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Underwriter or such director, officer or controlling person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and will subject to the provisions extent the Company did not otherwise learn of Section 11.6(csuch claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) reimburse shall not relieve the SellerCompany from any liability which it may have to such Underwriter or such director, each such underwriter and each such officer or controlling person for otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any legal or other expenses reasonably incurred by them in connection with investigating or defending suit brought to enforce any such lossliability, claimbut, damageif the Company elects to assume the defense, liability such defense shall be conducted by counsel chosen by it. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or action; providedUnderwriters or director or directors, officer or officers, controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriter or Underwriters or director or directors, officer or officers, controlling person or persons and the Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Underwriter or Underwriters or director or directors, officer or officers or controlling person or persons, notwithstanding their obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Underwriters and their directors, officers and controlling persons, which firm shall be designated in writing by the Representatives. The Company shall not be liable to the Seller to the extent that indemnify any person for any settlement of any such damages arise out of or are based upon an untrue statement or omission made claim effected without the Company’s prior written consent. This indemnity agreement will be in addition to any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by liability which the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusmight otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Sellereach Agent, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter any Agent within the meaning of Section 15 of the 1933 Act, against any losses, claims, damages damages, liabilities or liabilitiesexpenses (including the reasonable cost of investigating and defending against any claims therefor and reasonable counsel fees incurred in connection therewith) , joint or several, to as incurred, which may be based upon the Seller1933 Act, or such underwriter any other statute or controlling person may become subject under the 1933 Act or otherwiseat common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, Registration Statement (or any amendment or supplement thereofthereto) , or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances when under which they were made, not misleading, unless any such statement or omission was made in reliance upon, and will subject in conformity with, written information furnished to the provisions of Section 11.6(c) reimburse Company by any Agent, directly or through you or any other Agent, specifically for use in the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionpreparation thereof; provided, however, that the Company shall not be liable with respect to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission claims made in against any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, Agent or any such controlling person under this subsection unless such Agent or controlling person shall have notified the Company in writing specifically for use within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Agent or controlling person, but failure to notify the Company of any such claim shall not relieve either of them from any liability which they may have to such Agent or controlling person otherwise than on account of the indemnity agreement contained in such registration statement or prospectus.this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.. (Subscription Agreement)

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder Agent and each other person, if any, who controls such Seller or underwriter any Agent within the meaning of Section 15 of the 1933 Act, Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus Registration Statement or final prospectus contained therein, the Prospectus or in any amendment or supplement thereofthereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances when under which they were made) not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Sellerexcept insofar as such losses, each such underwriter and each such controlling person for any legal claims, damages, liabilities or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an any untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to such Agent furnished in writing to the Company by such Agent expressly for use therein, provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if (i) prospectus, the Seller failed to send or deliver a copy of the final prospectus delivered by the Company indemnity agreement contained in this paragraph shall not inure to the Seller with or prior to the delivery benefit of written confirmation of the sale by the Seller to any Agent from whom the person asserting any such losses, claims, damages or liabilities purchased the claim from which Notes concerned, if (a) a prospectus relating to such damages ariseNotes was required to be delivered by such Agent under the Act in connection with such purchase, (iib) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of such Agent results from the fact that there was not sent or is based upon an untrue statement given to such person, at or alleged untrue statement prior to the written confirmation of the sale of such Notes to such person, a copy of the Prospectus and (c) the Company had previously furnished copies of the Prospectus to such Agent and delivery of such Prospectus would have cured the defect giving rise to such losses, claims, damages or omission or alleged omission so made liabilities. The foregoing indemnity agreement shall be in conformity with information furnished by addition to any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusliability that the Company may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 116, the Company Corporation will, to the extent permitted by law, indemnify and hold harmless the Seller, and, as applicable, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages damages, or liabilities, joint or several, to which the Seller, Seller or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 116, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of of, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c6.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liability, or action; provided, however, that the Company Corporation shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company Corporation to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such the Seller, or any such controlling person in writing specifically for use in such registration statement or prospectus.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11The Fund, the Company willAdviser and the Sub-Adviser, jointly and severally, agree to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (including reasonable costs of investigation), to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11Registration Statement, the Prospectus, any preliminary prospectus or final prospectus contained thereinPrepricing Prospectus, any Sales Material (or any amendment or supplement thereof, to any of the foregoing) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances when under which they were made) not misleading, (except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will subject in conformity with the Underwriter Information); PROVIDED, HOWEVER, that the foregoing indemnification contained in this paragraph (a) with respect to the provisions Prepricing Prospectus (or any amendment or supplement thereto) shall not inure to the benefit of Section 11.6(cany Underwriter (or to the benefit of any person controlling such Underwriter) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending on account of any such loss, claim, damage, liability or action; provided, however, expense arising from the sale of the Shares by such Underwriter to any person if it is shown that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of any such amendment or supplement to the final prospectus Prepricing Prospectus or of the Prospectus (which term as used in this proviso shall not include any statement of additional information unless specifically requested by such person) was not delivered or sent to such person within the time required by the Company to 1933 Act and the Seller with or prior to 1933 Act Rules and Regulations and the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made of a material fact contained in conformity the Prepricing Prospectus was corrected in the supplement or amendment to the Prepricing Prospectus or in the Prospectus, provided that the Fund has delivered such supplements or amendments or the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit proper delivery or sending, provided further, however, that the Fund will not have any obligation to indemnify and hold harmless each Underwriter with information furnished by respect to any loss, damage, expense, liability or claim (including the reasonable cost of investigation), joint or several, to which such Seller, Underwriter or any such controlling person may become subject under the Act or otherwise, insofar as such losses, damages, expenses, liabilities or claims (or actions in writing specifically for use in such registration respect thereof) arise out of, are caused by, relate to, or are based upon any untrue statement or prospectusalleged untrue statement of a material fact or omission or alleged omission to state a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or Prospectus in the section entitled "Prospectus Summary - Management of the Fund" and "Management of the Fund - Investment Adviser and Sub-Adviser." The foregoing indemnity agreement shall be in addition to any liability which the Fund, the Adviser or the Sub-Adviser may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company and each Selling Stockholder, jointly and severally, agree to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, Underwriter against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person Underwriter may become subject subject, under the 1933 Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company and/or such Selling Stockholders, as the case may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Section 11Rules 430A and 434(d) of the Rules and Regulations, if applicable, any preliminary prospectus or final prospectus contained thereinPreliminary Prospectus, the Prospectus, or any amendment or supplement thereofthereto (including any term sheet within the meaning of Rule 434 of the Rules and Regulations), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make In making a claim for indemnification or for contribution under this Section 6 (including, without limitation, under the statements therein not misleading in light of the circumstances when made, immediately preceding paragraph) and will subject to the further provisions of this paragraph, the Underwriters may proceed against either (i) both the Company and the Selling Stockholders jointly or (ii) the Company only, but may not proceed solely against the Selling Stockholders. Notwithstanding anything in this Agreement to the contrary, no claim for indemnification shall be made against any Selling Stockholder pursuant to this Agreement until a claim shall first have been made against the Company by an Underwriter and either (i) the Company shall have refused to pay any portion of the amount claimed or (ii) ninety (90) days shall have elapsed from the date of such claim against the Company. In addition to their other obligations under this Section 11.6(c) reimburse 6(a), the Seller, each such underwriter Company and each such controlling person Selling Stockholder, jointly and severally, agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), they will reimburse each Underwriter on a monthly basis for any all reasonable legal fees or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damageaction, liability investigation, inquiry or action; providedother proceeding, however, that notwithstanding the Company shall not be liable absence of a judicial determination as to the Seller propriety and enforceability of the Company's and/or the Selling Stockholder's obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such damages arise out of interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the party or are based upon an untrue statement or omission parties that made in any preliminary prospectus if (i) such payment, together with interest, compounded daily, determined on the Seller failed to send or deliver a copy basis of the final prospectus delivered prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Silicon Valley Bank (the "Prime Rate"). Any such interim reimbursement payments which are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be in addition to any liabilities which the Company to or the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusSelling Stockholders may otherwise have.

Indemnification and Contribution. (a) In the event of a registration of any Registrable Securities under the 1933 Act pursuant The Company agrees to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Sellereach Underwriter, each officer of the Sellerits directors, each director of the Sellerofficers and agents, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter any Underwriter within the meaning of the 1933 Act, against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact made by the Company contained in Section 2 of this Agreement (or any certificate delivered by the Company pursuant to which Sections 6(g) and 6(j) hereto) or the Sellerregistration statement as originally filed or the Registration Statement, any Preliminary Prospectus or the Prospectus, or such underwriter in any amendment or controlling person may become subject under supplement thereto, (ii) any omission or alleged omission to state a material fact in the 1933 Act registration statement as originally filed or otherwisethe Registration Statement, insofar as such the Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, required to be stated therein or necessary to make the statements therein not misleading, and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of investigation and attorney fees), joint or liabilities (or actions in respect thereof) arise several, arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus Preliminary Prospectus or final prospectus contained thereinthe Prospectus, or in any amendment or supplement thereofthereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances when under which they were made, and will subject to not misleading or (iii) the enforcement of this indemnification provision or the contribution provisions of Section 11.6(c) 7(d); and shall reimburse the Seller, each such underwriter and each such controlling person indemnified party for any reasonable legal or other expenses reasonably as incurred, but in no event less frequently than 30 days after each invoice is submitted, incurred by them in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable in any such case to the Seller extent, but only to the extent extent, that any such damages losses, claims, damages, liabilities and expenses arise out of or are based upon an any untrue statement or omission or allegation thereof that has been made therein or omitted therefrom in reliance upon and in conformity with the "Underwriters' Information"; PROVIDED FURTHER, HOWEVER, that the indemnification contained in this paragraph with respect to any preliminary prospectus if Preliminary Prospectus shall not inure to the benefit of any Underwriter (ior of any person controlling any Underwriter) to the Seller failed extent any such losses, claims, damages, liabilities or expenses directly results from the fact that such Underwriter sold Designated Shares to send a person to whom there was not sent or deliver given, at or prior to the written confirmation of such sale, a copy of the final prospectus delivered by the Company Prospectus (as amended or supplemented if any amendments or supplements thereto shall have been furnished to the Seller you in sufficient time to distribute same with or prior to the delivery of written confirmation of the sale involved), if required by the Seller to the person asserting the claim from which such damages ariselaw, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any and if such loss, claim, damage damage, liability or expense would not have arisen but for the failure to give or send such person such document. The foregoing indemnity agreement is in addition to any liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Company may otherwise have to any such Seller, or any such controlling person in writing specifically for use in such registration statement or prospectusindemnified party.

Indemnification and Contribution. (a) In Subject to the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11limitations in this paragraph below, the Company will, agrees to the extent permitted by law, indemnify and hold harmless the Seller, each officer of the Seller, each director of the Seller, each underwriter of such Registrable Securities thereunder you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls such Seller or underwriter any Underwriter within the meaning of Section 15 of the 1933 Act, Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or severalliabilities and expenses, to which the Sellerincluding reasonable costs of investigation and reasonable attorneys' fees and expenses (collectively, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof"Damages") arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities was registered under Preliminary Prospectus or in the 1933 Act pursuant to Section 11, any preliminary prospectus Registration Statement or final prospectus contained therein, the Prospectus or in any amendment or supplement thereofthereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances when under which they were made) not misleading, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller except to the extent that any such damages Damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission that has been made therein or alleged omission so made omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives, expressly for use in connection therewith or (ii) any inaccuracy in or breach of the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; provided, however, that with respect to any untrue statement or omission made in any Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer, director, employee or agent of any Underwriter) from whom the person asserting any such SellerDamages purchased the Shares concerned if both (A) a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person as required by the Act and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Prospectus. This indemnification shall be in addition to any liability that the Company may otherwise have. In addition to its other obligations under this Section 8, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company herein or failure to perform its obligations hereunder, all as set forth in this Section 8, the party against whom indemnification is being sought will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Underwriters within 30 days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the base lending rate announced from time to time by The Wall Street Journal from the date of such request. If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Company, such Underwriter or such controlling person shall promptly notify in writing the party(s) against whom indemnification is being sought (the "indemnifying party" or "indemnifying parties"), and such indemnifying party(s) shall assume the defense thereof, including the employment of counsel reasonably acceptable to such Underwriter or such controlling person and the payment of all reasonable fees of and expenses incurred by such counsel. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person, unless (i) the indemnifying party(s) has (have) agreed in writing specifically to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense and employ counsel reasonably acceptable to the Underwriter or such controlling person or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the indemnifying party(s), and such Underwriter or such controlling person shall have been advised by its counsel that one or more legal defenses may be available to the Underwriter that may not be available to the Company, or that representation of such indemnified party and any indemnifying party(s) by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person (but the Company, shall not be liable for the fees and expenses of more than one counsel for the Underwriters and such controlling persons)). The indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agree(s) to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first paragraph of this Section 8. Each Underwriter agrees, severally and jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company, any of its directors, any of its officers or any such registration controlling person based on the Registration Statement, the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company by the immediately preceding paragraph (except that if the Company shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company, its directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph. In any event, the Company will not, without the prior written consent of the Representatives, settle or compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which the indemnification may be sought hereunder (whether or not a Representative or any person who controls either of the Representatives within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of all Underwriters and such controlling persons from all liability arising out of such claim, action, suit or proceeding. If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever (other than because of the express limitations contained in this Section 8) to an indemnified party in respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other hand, from the offering and sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Shares hereunder, any determination of the relative benefits received by the Company or the Underwriters from the offering of the Shares shall include the net proceeds (before deducting expenses) received by the Company, and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Shares, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus. The relative fault of the Company on the one hand, and the Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or prospectusomission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting commissions received by such underwriter in connection with the Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 10 hereof) and not joint. Notwithstanding the second paragraph of this Section 8, any Damages for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, their respective directors or officers or any person controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to the Company, their respective directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the second paragraph of this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such an arbitration would be limited to the operation of the interim reimbursement provisions contained in the second and fourth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of the second paragraph of this Section 8.